Touchstone Exploration Raises £6.32 Million in Private Placement to Fund Capital Program

Touchstone raises £6.32 million at 11p – here’s what’s going on

Touchstone Exploration has conditionally raised £6.32 million via a private placement of 57,454,545 new shares at 11 pence. There’s also a retail offer on the way for up to £0.68 million at the same price, giving existing shareholders a shot at participation via the Bookbuild Platform.

The fresh equity will fund the revised 2025 capital programme and fulfil the remaining equity-raise requirement under the company’s Fourth Amended and Restated Loan Agreement with Republic Bank Limited. In simple terms: plug the funding gap, keep the plan moving, and stay onside with the lender.

Key terms of the raise at a glance

Placing price	11 pence per share
New shares issued (Placing)	57,454,545
Gross proceeds (Placing)	£6.32 million (approximately US$8.44 million)
Discount to last close	2.2 percent vs 11.25 pence (23 Oct 2025)
Retail Offer (proposed)	Up to 6,181,818 shares for up to £0.68 million
Share capital impact	Placing shares are approximately 18 percent of total share capital on Admission (before Retail Offer)
Admission timing	Expected on or before 8.00 a.m. (London) on 30 October 2025
Broker	Shore Capital
New cornerstone	Purebond Limited with a Board nomination right while above 15 percent

Why Touchstone is raising now: capex and the loan requirement

Proceeds are earmarked for the 2025 work programme: one development well on the Central block and the Cascadura gas facility compression project, which is scheduled for completion in Q2 2026. The compressor is a key bottle‑neck buster for Cascadura, so getting this funded matters for volumes and cash flow next year and beyond.

The raise also “fully satisfies” the outstanding equity element under the Republic Bank loan agreement, which reduces financing risk. That’s a tick for balance-sheet certainty heading into a busier 2026 at Cascadura.

New strategic investor: Purebond steps in with a board seat

Purebond Limited, controlled and managed by the Kansagra family, joins as a new investor. As part of its participation, Purebond has the right to appoint a non-executive director to the Board while its interest remains above 15 percent. Subject to standard due diligence, Purebond intends to nominate Bhupendra Kansagra.

Why it matters: a committed UK-based investor with board representation can provide both capital and oversight as Touchstone executes in Trinidad. It also signals longer-term interest rather than a quick flip.

A candid update: guidance trimmed for 2025

Touchstone has updated its 2025 expectations following the incorporation of the Central block and progress at Cascadura. Here are the changes, with reasons:

• Average daily production: 4,700 to 5,300 boe/d in 2025, down roughly 600 boe/d from the 5,600 boe/d midpoint in the August guidance. The main driver is timing – Cascadura-5 is now expected onstream in November 2025, while first production from Cascadura-4ST2X has moved into 2026.
• Funds flow from operations: approximately $6 million, down from $11 million previously – a $5 million (45 percent) reduction, again reflecting later online dates at Cascadura.
• Capital expenditures: now estimated at $26 million for 2025, down $2 million. Two WD-8 oil development wells are deferred, partially offset by an additional $1 million on Cascadura-4ST2X.
• Net debt: expected to exit 2025 at approximately $65 million, up $1 million from prior guidance due to lower funds flow.

Quick jargon buster: boe/d is barrels of oil equivalent per day, a way to combine oil and gas volumes; funds flow from operations is a cash-flow proxy before capex; net debt is debt less cash (plus working capital effects) and is a key leverage measure.

The May private placement that didn’t arrive

Back in May, Touchstone announced a larger raise but only received £5,050,500 of £15,375,000 by the June 27 TSX deadline, issuing 24,636,585 shares. As of today, the outstanding £10,324,500 still hasn’t arrived. The company has completed this new Placing to cover near-term needs and is not pursuing litigation at this time, though it has reserved all rights.

Investors will likely view today’s deal as drawing a line under the uncertainty. It’s pragmatic: secure the capital, keep drilling and facility work on track.

What this means for shareholders – my take

There are pros and cons here. On the positive side, the Placing price is only a 2.2 percent discount to the prior close, suggesting decent institutional support. The capital removes a key funding overhang, satisfies the lender’s equity requirement, and preserves momentum at Cascadura and the Central block.

The flip side: issuing new shares equal to about 18 percent of the enlarged share capital is meaningful dilution, and 2025 cash generation is now guided lower at approximately $6 million. Net debt is expected to edge up to $65 million by year end. In short, a little more pain now to remain fully funded for high-return projects that skew to 2026.

I like that existing shareholders get a Retail Offer at the same 11 pence price – a fair way to participate if you believe in the 2026 payout from compression and new wells.

Risks and watch-outs

• Execution timing: Cascadura-5 and Cascadura-4ST2X schedules drive cash flow – further slippage would squeeze 2025 numbers again.
• Admission and conditions: the Placing requires approvals from AIM and the TSX and is subject to the placing agreement not being terminated.
• Balance sheet: net debt of approximately $65 million at year-end 2025 assumes the updated plan holds; commodity prices and operational timing remain key sensitivities.
• Legacy fundraise: the May 8 shortfall is a reminder of counterparty risk, even if today’s deal largely resolves the near-term funding gap.

Near-term catalysts and dates to circle

• Admission of new shares: expected on or before 8.00 a.m. on 30 October 2025.
• Retail Offer details: separate announcement to follow; up to 6,181,818 shares at 11 pence.
• Cascadura-5 first gas: expected in November 2025.
• Cascadura-4ST2X initial production: now anticipated in 2026.
• Cascadura compression project: completion scheduled for Q2 2026.
• Board change: Purebond intends to nominate Bhupendra Kansagra, subject to regulatory due diligence.

Bottom line: disciplined funding to keep the plan moving

This raise isn’t flashy, but it’s effective. A modest discount, a strategic new investor with a board seat, and a route for retail to participate, all while locking in the capital needed for the Central block well and Cascadura compression. The lowered 2025 guidance is a negative, but the emphasis has shifted to de-risking 2026 volumes and cash flow.

If you back the Trinidad gas story, this looks like a necessary pit stop rather than a detour. Keep an eye on execution and dates – the share price will, too.